VistaREIT Inc. – Initial Public Offering
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Offer | 2,750,000,000 secondary common shares, comprised of: a. Firm Shares – 2,500,000,000 secondary common shares b. Option Shares – Up to 250,000,000 secondary common shares |
Offer Price | ₱1.75 per share |
Minimum Subscription | ₱1,750 (1,000 shares) |
Maximum LSI Subscription | ₱999,250 (571,000 shares) |
Offer Period | May 30, 2022 (12:00 noon) to June 3, 2022 (12:00 noon) |
Tentative Listing Date | June 15, 2022 |
Stock Symbol | VREIT |
| The above table only provides select terms of the offer for VistaREIT, Inc.’s (“VREIT”) Real Estate Investment Trust (“REIT”) initial public offering. Investors are strongly advised to carefully read the contents of the Final REIT Plan dated May 26, 2022, together with the more detailed information, financial statements and annexes appearing therein: Final REIT Plan file below. |
| Investors are advised to read the implementing guidelines for the application and settlement procedures for Local Small Investors under the Small Investors Program (the “LSI Guidelines”) of the Securities and Exchange Commission (“SEC”) and The Philippine Stock Exchange, Inc. (“PSE”) through the PSE Electronic Allocation System (“PSE EASy”): To access the LSI Guidelines, download the Annex A - Implementing Guidelines for LSIs file below.
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| IMPORTANT: LSI Applicants are required to nominate their REIT Eligible PSE Trading Participant (“Eligible TP”) through whom they may request for the creation of their NoCD sub-account where their shares will be lodged, subject to the Eligible TP’s confirmation. Otherwise, the Application shall not be accepted and shall be rejected.
In the event that the lodgment of the Offer Shares to its NoCD sub-account cannot be completed, the Application will be rejected. The LSI Applicant should check with its nominated Eligible TP if its NoCD sub-account has been successfully created. |
How to subscribe? | |
| Applications to purchase shares may be done online via PSE Easy
Applications must be completed on or before 12:00 noon, June 3, 2022 |
| Create a PSE EASy account online: https://myeasy.pse.com.ph/
To learn how to create a PSE Easy Account, download the Annex B - Create PSE EASy Account file below.
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| Only applicants with a nominated Eligible PSE Trading Participant will be allowed to proceed with the PSE EASy account registration.
Don’t have an account with an Eligible PSE Trading Participant? Refer to the instructions below. |
| Subscribe a minimum of ₱1,750 (1,000 shares) and a maximum of ₱999,250 (571,000 shares) via PSE EASy.
To learn how to subscribe via PSE Easy, download the Annex C - Subscribe via PSE EASy file below.
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| Successful applications via PSE EASy will generate a reference number and payment instructions. Payments must be settled on or before the deadline.
Refer to the payment instructions below. |
| Final allocation of the shares will be determined pursuant to allocation mechanics.
To access the LSI Guidelines, download the Implementing Guidelines for LSIs file below.
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| Check your PSE EASy account for updates on your subscription. |
Don’t have an account with a broker? | |||
| Applicants may open a trading account with the default trading participants / brokers below. Once a trading account has been opened, an applicant can proceed with creating a PSE EASy account and nominate the entity as its endorsing “PSE Trading Participant” on PSE EASy. Please bear in mind that for REITs, a NoCD sub-account is required and that REIT Eligible PSE Trading Participants are the only trading participants allowed to trade REIT shares pursuant to the PSE Rules.
An LSI Applicant may request from its Eligible TP for the creation of their NoCD sub-account where their shares will be lodged, subject to the Eligible TP’s confirmation. The LSI Applicant should check with its nominated Eligible TP if its NoCD sub-account has been successfully created.
Failure to open a NoCD sub-account will be a ground for rejection of the Application.
LSI Applicants with NoCD sub-accounts for dollar denominated securities but not for REITs must create a new NoCD sub-account for REITs.
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| Applicants are encouraged to process the opening of the trading account and NoCD sub-account as soon as possible, taking into account each broker’s requirements and processing time. | ||
Default Broker | Website | Account Opening Instructions | |
Abacus Securities Corporation (“MyTrade”) | https://bit.ly/startMyTradeVREITLSiNow
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COL Financial Group, Inc. (“COL Financial”) | Email: [email protected]
Facebook Messenger: http://facebook.com/COLfinancial
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First Metro Securities Brokerage Corp. (“First Metro Sec”) |
| Click “Open an Account” on the website to commence the account opening process.
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PNB Securities, Inc. | https://www.pnb.com.ph/pnbsecurities/
| Email: Sherryl R. Cruz - [email protected]; or Cheyciel I. Abrazado - [email protected]
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RCBC Securities, Inc. |
| Email: [email protected]
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SB Equities, Inc. | https://www.securitybank.com/subsidia ries/sb-equities-inc/ | Trunk Line: 891-11-43 Sales/Dealing: 891-9677|891-1243|891-1258|891-1257 Operation/Support: 8676788 local 8707 -8704 and 8776| 813-3441 Settlement: 891-1031 Fax No.: 813-3349 | ||
| The account opening process/procedures of MyTrade, COL Financial, First Metro Sec, PNB Securities, RCBC Securities and SB Equities can be found in each of the web links provided above. | |||
| For applicants who have nominated the default brokers below, refer to the contact details for any questions related to account opening: | |||
Default Broker | Contact Details | |||
MyTrade | +63 (2) 8667 8900
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COL Financial | Email:
Facebook Messenger: http://facebook.com/COLfinancial
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First Metro Sec | +63 (2) 8859 0600
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| PNB Securities | Sherryl R. Cruz - [email protected]; or Cheyciel I. Abrazado - [email protected]
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| RCBC Securities | David Perez - [email protected]
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| SB Equities | Trunk Line: 891-11-43 Sales/Dealing: 891-9677|891-1243|891-1258|891- 1257 Operation/Support: 8676788 local 8707 -8704 and 8776| 813-3441 Settlement: 891-1031 Fax No.: 813- 3349 | ||
| Applicants must ensure that the account information provided to PSE EASy and the nominated broker are consistent to ensure the successful validation of the applicant’s PSE EASy account by the nominated broker (or the endorsing “Eligible PSE Trading Participant”). | |||
Payment Instructions | ||
| Successful applications via PSE EASy will generate a reference number and payment instructions. | |
| For applicants who have nominated the default brokers below, payments may be settled directly with the applicant's default broker following such broker's procedures and deadlines: | |
Default Broker | Payment Instructions | |
COL Financial |
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First Metro Sec | How to pay for your PSE Easy IPO/FOO subscription? - FirstMetroSec Help Center
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MyTrade | https://bit.ly/FundMyTradeVREITLSiNow
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| For applicants with other entities as the broker, payment will be via BDO Bills Payments:
To access the payment instructions, download the Annex D - Payment via BDO file below. | |
| Payments must be settled on or before the prescribed deadlines: a. via default brokers: refer to specific payment instructions per broker. b. via BDO Bills Payment – Check Payments: June 3, 2022 at 12:00 noon. c. Via BDO Bills Payment – Cash/ BDO Online Banking/ BDO Mobile Banking: June 3, 2022 at 1:00 p.m. | |
| Failure to comply with the deadline and instructions will constitute as rejection of the application, and any payment made will be refunded, without interest.
To access the LSI Guidelines, download the Annex A - Implementing Guidelines for LSIs file below.
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| For applicants who have nominated the default brokers below, refer to the contact details for any questions related to payment instructions: | |
Default Broker | Contact Details | |
COL Financial | ||
| First Metro Sec | +63 (2) 8859 0600
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| MyTrade | +63 (2) 8667 8900
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| For applicants with other entities as the broker (paying via BDO), any questions related to payment instructions may be directed to the Receiving Agent: [email protected], [email protected], [email protected] | |
Frequently Asked Questions |
Q: Who can participate in the IPO? A: The shares allocated for the Local Small Investors may be purchased by any natural person of legal age regardless of nationality, subject to, among others, the Restrictions on Ownership, as described in the Final REIT Plan.
Q: What is the minimum and maximum share subscription per LSI applicant? A: Each applicant may subscribe to a minimum of ₱1,750 (1,000 shares), and thereafter, in multiples of ₱1,750 (1,000 shares), but in no case subscribe to more than ₱999,250 (571,000 shares).
Q: Can I subscribe to the shares by submitting physical application forms? A: No, only applications duly accomplished via PSE EASy will be received and accepted.
Q: When is the deadline to complete the application? A: Applications must be completed on or before 12:00 noon of June 3, 2022.
Q: Will PSE EASy accept multiple applications? A: No, multiple applications (i.e. two or more applications made by the same applicant) via PSE EASy will not be accepted.
Q: Do I need a securities trading account to subscribe? A: Yes, only PSE EASy accounts with a nominated stock broker or PSE Trading Participant and an NoCD sub-account will be accepted. Refer to the instructions above to learn how to open a securities trading account. For REITs, LSI Applicants must ensure that their chosen “PSE Trading Participant” is currently active and deemed eligible to trade REIT shares. The Applicant must also coordinate with their Eligible TP for the creation of the Applicant’s NoCD sub-account prior to subscribing to the Offer. For LSI Applicants with existing NoCD sub-accounts with Eligible TPs, there is no need to create a new NoCD sub-account with the same Eligible TP. For the avoidance of doubt, LSI Applicants with NoCD sub-accounts for dollar denominated securities but not for REITs must create a new NoCD sub-account for REITs.
Failure to open an NoCD sub-account will be a ground for rejection of the Application.
Q: How do I ask my nominated stock broker to verify my PSE EASy account? A: Check the “My Trading Participant” section of your PSE EASy account for the contact information of your nominated broker.
Q: How do I know that my nominated stock broker has verified my PSE EASy account? A: Notification will be sent to your email by PSE EASy on any developments regarding the validation of your account.
Q: Will payment guarantee my subscription? A: Applications will be processed on a first-come, first-served basis, while final allocation of the shares will be determined pursuant to allocation mechanics stipulated in the LSI Guidelines. An NoCD sub-account is also required.
Q: Where can I find my PSE EASy reference number? A: The PSE EASy Reference Number will only be generated upon successful application through PSE EASy. PSE EASy will generate a unique 20-character PSE EASy Reference Number that follows this format: “[VREITXXXXXXXXXXXXX]”. The PSE EASy Reference Number will also be included in the payment instructions generated by PSE EASy and delivered to the applicant via electronic email. Please refer to the instructions above for more details on the PSE EASy subscription process.
Q: When is the deadline to pay my subscription? A: For applicants who have nominated MyTrade, COL Financial, and First Metro Sec as default brokers, refer to the payment instructions above. MyTrade, COL Financial, and First Metro Sec have specific payment instructions and payments must be settled on the relevant deadlines specified by these brokers. For applicants with other entities as the default brokers, download the Annex D - Payment via BDO file below for the payment instructions. Failure to settle on or before the deadline will result to rejection of subscription.
Q: Do I need to open an account with BDO to pay for my subscription? A: For over-the-counter cash and check via BDO bills payment, applicants do not need to have a BDO account to pay for their subscription. They can just go to any operating BDO branch and pay for their subscription. To check the list of operating BDO branches, visit the link: https://www.bdo.com.ph/branches-atms-locator-0.
For online payments via BDO Online Banking and BDO Mobile Banking, a BDO account would be needed.
Note that there are separate payment instructions for applicants with the “default brokers” (see above list) as the nominated broker.
Q: Can I pay my subscription via interbank fund transfer of other banks? A: No, interbank transfer is not allowed. Only the payment options above will be available for this offer.
Q: When will my payment be reflected? A: Expect your payment to be reflected in PSE EASy the next day from date of payment. You may check your PSE EASy account for updates on your subscription.
Q: When will I be notified of my allocation? A: Expect your allocation to be reflected in PSE EASy on or about [June 7], 2022. You may check your PSE EASy account for updates on your subscription.
Q: My share allocation is less than the amount of my actual share subscription. How will I receive my refund? A: In the event that (i) the number of shares to be received by an applicant, as confirmed by the VREIT, the Receiving Agent, and the Joint Lead Underwriters and Bookrunners, is less than the number covered by its application, (ii) the applicant’s payment is incomplete or below the full payment amount of the application, or (ii) if an application is rejected by the issuer, then the Receiving Agent shall refund, without interest, on June 10, 2022, all or a portion of the payment corresponding to the number of shares wholly or partially rejected. All refunds shall be made through the Receiving Agent (Stock Transfer Service, Inc.), at the applicant’s risk. For applicants with the nominated brokers consenting to process the refunds, all refunds may be made through the nominated broker, at the applicant’s risk. Please refer to the LSI Guidelines for further information on the refunds process.
Q: Will I receive a stock certificate for my shares? A: As required under the listing rules of the PSE, the shares should be in scripless form and lodged with the Philippine Depository and Trust Corporation (PDTC).
Q: I want to convert my shares from scripless form to certificated. Who should I contact? A: An investor may request for his/her ownership of the shares to be converted from scripless form to certificated form through his/her nominated stock broker or PSE Trading Participant only after the shares have been listed. The cost of the issuance for such stock certificates shall be for the account of the investor.
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Any questions related to the Initial Public Offering may be directed to the Joint Lead Underwriters and Bookrunners
BDO Capital & Investment Corporation | |
China Bank Capital Corporation | |
PNB Capital and Investment Corporation | |
RCBC Capital Corporation | |
SB Capital Investment Corporation |
Joint Lead Underwriters and Bookrunners
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BDO Capital & Investment Corporation
| China Bank Capital Corporation
| PNB Capital and Investment Corporation | RCBC Capital Corporation | SB Capital Investment Corporation |
THIS DOCUMENT IS NOT FOR DISTRIBUTION IN JUSRISDICTIONS WHERE IT IS NOT PERMISSIBLE TO DO SO. THE OFFER SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY JURISDICTION. ACCORDINGLY, THE OFFER SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN UP, RESOLD, RENOUNCED, TRANSFERRED, OR DELIVERED, DIRECTLY OR INDIRECTLY, INTO OR WITHIN ANY JURISDICTIONS ABSENT REGISTRATION OR QUALIFICATION UNDER THE RESPECTIVE SECURITIES LAWS OF THOSE JURISDICTIONS, OR EXEMPTION FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE RULES OF THOSE JURISDICTIONS. THERE IS NO INTENTION TO REGISTER ANY PORTION OF THE OFFER SHARES IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFER OF SECURITIES IN THE UNITED STATES. INVESTORS SHOULD READ THE REIT PLAN TO INFORM THEMSELVES OF THE RESTRICTIONS ON OFFERS AND SALES OF THE OFFER SHARES. EACH FOREIGN INVESTOR IS URGED TO CONSULT HIS/HER INDEPENDENT PROFESSIONAL ADVISER REGARDING THE CONSEQUENCES OF PARTICIPATING IN THE OFFER AND TO DETERMINE ELIGIBILITY TO SUBSCRIBE TO THE OFFER SHARES.
ALL REGISTRATION REQUIREMENTS HAVE BEEN MET AND ALL INFORMATION CONTAINED HEREIN ARE TRUE AND CURRENT.
Annex-A---VREIT-FINAL-Implementing-Guidelines-for-LSIs.pdf
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Annex-B---Create-PSE-EASy-Account.pdf
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Annex-C---Subscribe-via-PSE-EASy.pdf
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Annex-D---Payment-via-BDO.pdf
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VREIT---Final-REIT-Plan-(2022-05-26)-vFF-1653892403.pdf
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